Lumen Technologies (LUMN) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with the transformation into a digital networking platform focused on AI, a major capital structure overhaul, and a sharpened enterprise market focus following the $5.75B sale of the consumer fiber business to AT&T, reducing debt by $4.8B and improving leverage.

• Revenue for 2025 was $12.4B, with 80% from business customers; net loss was $1.7B, and adjusted EBITDA was $3.4B.

• Strategic priorities include building the AI backbone, cloudifying telecom, and expanding the connected ecosystem, supported by nearly $13B in private connectivity fabric deals.

• The company exceeded 2025 short-term incentive targets and achieved a positive three-year TSR for the first time since 2012.

Voting matters and shareholder proposals

• Shareholders are to vote on: election of nine directors, ratification of KPMG as auditor, amendments to remove supermajority voting, amendment to related person definition, approval of the amended 2024 Equity Incentive Plan, advisory say-on-pay, and a shareholder proposal on poison pills.

• The Board recommends FOR all management proposals and AGAINST the shareholder poison pill proposal.

Board of directors and corporate governance

• Board refreshment continued with five new directors since 2022 and one new nominee for 2026; two directors retiring at the 2026 meeting.

• General Kevin P. Chilton will become Chairman, succeeding T. Michael Glenn.

• Board skills matrix emphasizes technology, digital transformation, finance, risk, and governance.

• All directors except the CEO are independent; committee chairs rotate approximately every five years.

• Board committees: Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Risk and Security, each with defined oversight roles.